Unassociated Document


    Exhibit
4.154

    ONLINE GAME SOFTWARE SUBLICENSE
AGREEMENT

    


    


    This
License Agreement (together with the exhibits referenced and attached hereto,
the “Agreement”)
is made and entered into this 1st day of July,
2007 (the
“Effective
Date”) by and among:

    


    Shengqu Information Technology
(Shanghai) Co., Ltd., a corporation duly organized and validly existing
under the laws of the People’s Republic of China (the “PRC”)
and having its principal place of business at No.1 Office Building, No. 690 Bibo
Road, Pudong New Area, Shanghai 201203, the PRC (“Shengqu”
or “Licensor”);

    


    Shanghai Shanda Networking Co., Ltd.,
a corporation duly organized and validly existing under the laws of the
PRC and having its principal place of business at No.1 Office Building, No. 690
Bibo Road, Pudong New Area, Shanghai 201203, the PRC (“Shanda
Networking”);

    


    Nanjing Shanda Networking Co., Ltd.,
a corporation duly organized and validly existing under the laws of the
PRC and having its principal place of business at Room 801, 18 F International
Garden Apartment, High-technology Area, Nanjing, the PRC (“Nanjing
Shanda”); and

    


    Hangzhou Bianfeng Networking Co.,
Ltd., a corporation duly organized and validly existing under the laws of
the PRC and having its principal place of business at Floor 13 Huarong
Apartment, No 3880 Jiangnan Road, Hangzhou, Zhejiang, the PRC (“Bianfeng
Networking”).

    


    For the
purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng
Networking shall be referred to individually as a “Licensee” and collectively as
the “Licensees”. Each Licensee and the Licensor shall be referred to
individually as a “Party” and collectively as the “Parties”.

    


    


    RECITALS

    


    WHEREAS, Shengqu engages in
the business of developing, licensing, sourcing
and
sublicensing online games;

    


    WHEREAS, the Licensees engage
in the business of operating, publishing, distributing
and selling online games;

    


    WHEREAS, Shengqu and Nexon
Corporation entered into an online game

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      license agreement for the Game (as
defined below) dated April
21, 2004 (the “Original
License Agreement”), pursuant to which Shengqu has the
right to sublicense the right to operate the Game in the
Territory to Shanda Networking, Nanjing Shanda and Bianfeng
Networking.

    

    


    WHEREAS, Shengqu desires to
grant, and Shanda Networking, Nanjing Shanda

    and
Bianfeng Networking desire to receive, a license to operate the Game various
areas of the Territory.

    


    


    NOW, THEREFORE, in
consideration of the promises and covenants contained

    herein and
other good and valuable consideration exchanged pursuant to the terms hereof,
and the mutual consideration, the Parties agree as set forth below.

    


    
      	
              1  

            	
              Definitions

            


    

     

    As used in
this Agreement, the following terms shall have the meanings set forth below.
Capitalized terms used but not defined in this Agreement shall have the meanings
given to such terms in the Original License Agreement.

    


    
      	
              1.1     

            	
              “Business
      Day” shall mean any day other than a Saturday, Sunday or a legal
      holiday in the PRC.

            


    

    


    
      	
              1.2     

            	
              “Central-south
      China” shall mean the provinces of Henan, Hubei, Guangdong and
      Hainan and the Guangxi autonomous
region.

            


    

    


    
      	
              1.3     

            	
              “Client
      Software” shall mean that portion of the software to be distributed
      to End Users for installation on personal computers or other devices and
      designed to enable such end users to remotely access, and interact with,
      the Server Software via the
Internet.

            


    

    


    
      	
              1.4     

            	
              “East
      China” shall mean the provinces of Jiangsu, Zhejiang, Anhui,
      Fujian, Jiangxi and Shandong and Shanghai
  Municipality.

            


    

    


    
      	
              1.5     

            	
              “End
      Users” shall mean individual users (and not entities or businesses
      or Internet Cafes) located in the Territory who are offered or provided
      access to the Game.

            


    

    


    
      	
              1.6     

            	
              “Game”
      shall mean the online casual computer game (both Client Software and
      Server Software) known as “Maple Story” (or variations of the foregoing),
      which was developed by Nexon.

            


    

    


    
      	
              1.7    

            	
              “Intellectual
      Property” shall mean inventions, articles of manufacture,
      compositions of matter, methods, apparatus, improvements thereof, ideas,
      conceptions, formulas, data, programs, other works of authorship,
      derivative

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

       

      
        	
                 

              	
                works,
      know-how, improvements, discoveries, developments, designs and techniques,
      technical or business information, names or marks, characters, other
      proprietary information, or any other intellectual property anywhere in
      the world, whether tangible or
intangible.

              


      

       

    

    
      	
              1.8     

            	
              “Intellectual
      Property Rights” shall mean all proprietary and intellectual
      property rights worldwide, including without limitation any and all
      utility patents, design patents, industrial registrations, copyrights,
      trademarks, trade secrets, moral rights, character rights, sui generis
      protection, rights of publication, rights of privacy, trade dress, state
      law right, and any other worldwide intangible or tangible right anywhere
      in the world that is related to Intellectual Property (including without
      limitation any pending registrations, applications, divisionals,
      continuations, derivatives, reissues, and reexaminations associated
      therewith).

            


    

    


    
      	
              1.9     

            	
              “Licensed
      Marks” shall mean the Localized Game Marks and such other
      trademarks expressly authorized in writing by Shengqu to be used by the
      Licensees.

            


    

    


    
      	
              1.10    

            	
              “Localized
      Game Marks” shall mean the trademarks registered in Mandarin
      Chinese for the Game.

            


    

    


    
      	
              1.11    

            	
              “North
      China” shall mean Beijing and Tianjin Municipalities, Hebei and
      Shanxi provinces and the Inner Mongolia autonomous
  region.

            


    

    


    
      	
              1.12   

            	
              “North-east
      China” shall mean the territory of Liaoning, Jilin and Heilongjiang
      Provinces.

            


    

    


    
      	
              1.13    

            	
              “North-west
      China” shall mean the provinces of Shanxi, Gansu and Qinghai, and
      the Ningxia and Xinjiang autonomous
regions.

            


    

    


    
      	
              1.14    

            	
              “Online
      Services” shall mean the underlying and supporting online game
      services (including, but not limited, to Web portals, customer support,
      billing, quality assurance, technical support, live operations, network
      operations, online customer relations, account support, and other
      personnel and/or elements) necessary to operate the Server Software and
      the game data centers so as to permit online Internet access and play by
      End Users using the Client
Software.

            


    

    


    
      	
              1.15    

            	
              “Server
      Software” shall mean that portion of the Game that is designed to
      allow multiple end users that have the Client Software installed and/or
      running on remote personal computers or devices to interact with each
      other online via the Internet.

            


    

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              1.16    

            	
              “South-west
      China” shall mean the provinces of Sichuan, Guizhou and Yunnan,
      Chongqin Municipality and the Tibet autonomous
  region.

            


    

    


    
      	
              1.17   

            	
              “Territory”
      shall mean Ease China, North-east China, North China, North-west China,
      South-west China and Central-south
China.

            


    

    


    Each of
the following terms shall have the meanings ascribed to them in the Sections set
forth opposite such terms:

    


    
      	
              “Agreement”

            	
              Preamble

            
	
              “Distribution
      Rights”

            	
              Section
      2.1

            
	
              “Effective
      Date”

            	
              Preamble

            
	
              “Party”

            	
              Preamble

            
	
              “PRC”

            	
              Preamble

            
	
              “Term”

            	
              Section
      4.1

            


    

    


    


    
      	
              2  

            	
              License
      Grant

            


    

    


    
      	
              2.1     

            	
              Grant.   During
      the Term of this Agreement, Shengqu hereby grants to (i) Shanda Networking
      a license for North China, North-west China and South-west China, (ii)
      Nanjing Shanda a license for Central-south China and East China, and (iii)
      Bianfeng Networking a license for North-east China (the “Distribution
      Rights”) to:

            


    

    


    
      	
              (a)  

            	
              provide
      the Online Service to End Users;

            


    

    


    
      	
              (b)  

            	
              promote,
      market, operate, maintain, offer and distribute the software for the
      Localized Game in the Territory; and in connection therewith, copy and use
      textual, sound and/or graphical content pertaining to the Game, including
      the characters, stories and sound recordings, in marketing
      collateral;

            


    

    


    
      	
              (c)  

            	
              install,
      copy and use the Game for purposes of operating, maintaining, and
      distributing the Online Services in the
  Territory;

            


    

    


    
      	
              (d)  

            	
              reproduce
      and distribute (either directly or indirectly) the Client Software of the
      Game (in object code form only) to End Users located in the Territory in
      connection with the Online Services;
and

            


    

    


    
      	
              (e)  

            	
              copy,
      use and display the Licensed Marks in the Territory in connection with the
      promotion, marketing, support, offering, copying, distribution and
      sublicensing of the Game.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3  

            	
              License
      Fees and Royalty Fees

            


    

     

    
      
        	
                3.1

              	
                License
      Fees.   In consideration of the rights
      have been granted by
      Nexon to Shengqu, and
      Shengqu had paid to
      Nexon the initial
      fees now

              


      

    

     

    
      
        	
              	
                (i)

              	
                Shanda Networking shall pay to
      Shengqu the sublicense fees of RMB7,848,000;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                Nanjing Shanda shall pay to
      Shengqu the sublicense fees of RMB10,188,000;
  and

              


      

    

     

    
      
        	
              	
                (iii)

              	
                Bianfeng Networking shall pay to
      Shengqu the sublicense fees of RMB 1,002,750.

              


      

    

     

    
      	
              3.2     

            	
              Royalty
      Fees.   In further consideration of the distribution
      rights and related rights granted by Shengqu to the Licensees hereunder,
      the Licensees shall pay to Shengqu a royalty fee equal to (i) 35% of
      revenues on a monthly basis from Effective Date to August 31, 2008; and
      (ii) 45% of revenues on a monthly basis after August 31,
    2008.

            


    

     

    
      	
              3.3     

            	
              Royalty
      Statements. The Licensees shall provide
      Shengqu with a
      statement within ten
      (10) Business Days of the end of each calendar month during the Term of
      this Agreement.

            


    

     

    
      	
              3.4     

            	
              Royalty
      Payments.   All payments of royalty fees shall be computed by the
      Licensees on a monthly basis, and shall be due and
      payable by wire transfer to a bank account designated by Shengqu by the 30th day of the
      month after the month in which Shengqu confirms the royalty statement
      under Clause 3.3.

            


    

     

    
      	
              3.5     

            	
              Shengqu shall provide the Licensees with a receipt for a monthly
      royalty payment by the 15th day after the Licensees makes such monthly royalty
      payment.

            


    

    


    
      	
              4  

            	
              Terms
      and Termination

            


    

    


    
      	
              4.1    

            	
              Term.   The initial term of this Agreement
      shall commence on the Effective Date and
      shall expire at the end of the initial term of the Original License
      Agreement. The initial term and all
      extensions and renewals thereof shall collectively be referred to as the
      “Term.”

            


    

     

    
      
        
        

      

      
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              4.2

            	
              Termination.

            


    

    


    
      	
              (a)    

            	
              Mutual
      Termination Rights.   Each Party may terminate this
      Agreement, without penalty or liability to such Party, immediately upon
      written notice thereof (i) in the event of the commencement of any
      liquidation, dissolution, voluntary or involuntary
      bankruptcy, insolvency, receivership or similar proceeding of the other
      Party; (ii) if the other Party is unable to
      pay its debts as they become due, has explicitly or implicitly suspended
      payment of its debts as they become due (except debts
      contested in good faith) or if the creditors of the other Party have taken
      over its management or a substantial part of its
      assets.

            


    

    


    
      	
              (b)   

            	
              Shengqu Termination
      Rights.   This Agreement may be terminated by
      Shengqu, without penalty or liability to Shengqu, (i) upon providing
      written notice thereof to the Licensees, or (ii) immediately in the event
      that the Original License Agreement expires or is
    terminated.

            


    

    


    
      	
              4.3   

            	
              Termination
      Effect.   The Parties
      agree that upon the
      expiration of the Term or earlier termination of this
      Agreement, and except as may be otherwise mutually agreed in writing by
      the Parties:

            


    

    


    
      
        	
              	
                (a)

              	
                All
      rights and obligations of the Parties under this Agreement, except as
      provided in Section 4.4 (Survival) below, shall terminate and no longer be
      valid or bind the Parties. Without limiting the generality of the
      foregoing.

              


      

    

    


    
      
        	
              	
                (b)

              	
                All
      accrued royalty fees due for periods prior to such expiration or
      termination shall become due and payable within thirty (30) Business Days
      following the later of (i) the date of such expiration or termination; and
      (ii) the receipt by the Licensees of Shengqu’s invoice for such royalty
      fees.

              


      

    

    


    
      	
              4.4   

            	
              Survival.   The provisions
      of Section 4.3 (Termination Effect), Section 4.4 (Survival) and Section 5.3 (Disputes and Governing Law) of
      this Agreement shall survive the termination or expiration of this
      Agreement.

            


    

    


    
      	
              5  

            	
              Miscellaneous

            


    

    


    
      	
              5.1   

            	
              Assignment.   No Licensee may assign or transfer its rights
      under this Agreement to a third
      party without the
      prior written consent of the other Licensor.

            


    

    


    
      	
              5.2   

            	
              Entire
      Agreement.   This Agreement
      constitutes the entire agreement
between

            


    

     

    
      
        
        

      

      
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                the Parties with respect to the
      subject matter hereof, and merges, revokes and supersedes all prior and
      contemporaneous
      agreements, understandings, arrangements, documents and communications
      (whether written or oral) between the Parties and is intended as a final
      expression of their
agreement.

              


      

       

    

    
      	
               
      

            	
              5.3   Disputes and Governing
      Law.   This Agreement shall be construed in
      accordance with the laws of the PRC. Any disputes that arise in connection
      with this Agreement shall be litigated in courts located within the Pudong
      New Area, Shanghai, the PRC.

            


    

    


    
      	
               
      

            	
              5.4   Counterparts.   This Agreement
      may be executed in one or more counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same instrument.  This Agreement may be executed and delivered
      by facsimile and transmission by facsimile shall be considered proper
      delivery for legal
  purposes.

            


    

    


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    IN WITNESS WHEREOF, the
Parties have executed this Agreement through their duly authorized
representatives on the date first set forth above.

    


    


    
      
         

        
          	
                  SHENGQU INFORMATION (SHANGHAI) CO.,
  LTD.

                
	 
      
	 
      
	
                  By:   ____________________________

                
	
                  Name: Chen
    Tianqiao

                
	
                  Title: Chief Executive
      Officer

                


        

        
 

        
          	
                  SHANGHAI SHANDA NETWORKING CO.,
      LTD.

                
	 
      
	 
      
	
                  
                    By:   ____________________________                    

                  

                
	
                  Name: Chen
  Danian

                
	
                  Title: Senior Vice
      President

                


        

        
 

        
          	
                  NANJING SHANDA NETWORKING CO.,
      LTD.

                
	 
      
	 
      
	
                  
                    By:   ____________________________

                  

                
	
                  Name: Tan
  Qunzhao

                
	
                  Title: President

                


        

        
 

        
          	
                  HANGZHOU BIANFENG NETWORKING CO.,
      LTD.

                
	 
      
	 
      
	
                  
                    By:   ____________________________

                  

                
	
                  Name: Wang
    Jingying

                
	
                  Title: Senior Vice
      President

                


        

         

        8